Malta corporate law: Malta transposes EU Mobility Directive

On 7 February 2023, Malta transposed Directive (EU) 2019/2121 on cross-border conversions, mergers and divisions, more commonly referred to as the Mobility Directive, into Maltese Law.

The primary aim of the Mobility Directive is to provide a coherent and harmonised legal framework for cross-border movement of limited liability companies across all Member States and therefore enhance the freedom to establish companies. At the same time, a harmonised legal framework for cross-border conversions and divisions will lead to better protection of employees, creditors, and minority shareholders within the internal market.

In short, the Mobility Directive introduces three key changes:

• A harmonised framework governing cross-border conversions
• Clear procedural steps for the implementation of cross-border divisions
• Enhancements to cross-border mergers regulations in alignment with the above

We support you in implementing the mobility directive.

Dr Roberta Avellino Pulé, Senior Legal Consultant, ECOVIS Malta, Mosta, Malta

In view of the complexity of cross-border conversions, mergers, and divisions, the Mobility Directive has also introduced a function for national authorities to scrutinise the legality of cross-border operations before they take effect, explain the Ecovis experts. In assessing whether a pre-operation certificate should be granted, authorities shall take into consideration the legal and economic aspects of the proposed cross-border operations, its implications for the employees, such as potential impacts on working conditions, the implications for the future business of the company, as well as the solutions offered to shareholders wishing to exit the company.

The authorities reserve the right to extend the period of assessment or to refuse the pre-operation certificate if they suspect that the cross-border operation is set up for abusive, fraudulent, or criminal purposes.

For further information please contact:

Dr Roberta Avellino Pulé, Senior Legal Consultant, ECOVIS Malta, Mosta, Malta
Email: malta@ecovis.com